Common use of Stockholder Approval Clause in Contracts

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 60 days after the Issuance Date (the “Stockholder Meeting Deadline”), a proxy statement soliciting such stockholder’s affirmative vote in favor of the Stockholder Approval (the date the Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor of the Stockholder Approval and to cause the Board of Directors to recommend to the stockholders that they vote in favor of the Stockholder Approval. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained at such subsequent Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until the Stockholder Approval is obtained.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 60 days after the Issuance Date February 5, 2018 (the “Stockholder Meeting Deadline”), a proxy statement statement, in a form reasonably acceptable to the Buyers and Xxxxxx Xxxx & Xxxxxx LLP, at the expense of the Company, with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith, soliciting each such stockholder’s affirmative vote in favor at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for the issuance of all of the Securities in accordance with Nasdaq Listing Rule 5635 (the “Stockholder Approval (Approval”, and the date the Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders’ approval of the Stockholder Approval such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of approve such resolutions. The Company shall be obligated to seek to obtain the Stockholder ApprovalApproval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after the Stockholder Meeting Deadlineon or prior to March 31, 2018. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained at after such subsequent Stockholder Meetingstockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until the such Stockholder Approval is obtained.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not no later than 60 days after the Issuance Date Company’s annual meeting in 2011 (which shall be held no later than July 15, 2011) (the “Stockholder Meeting Deadline”), a proxy statement statement, substantially in a form which has been previously reviewed by Buyer and its counsel at the expense of the Company, soliciting each such stockholder’s affirmative vote in favor of at the Stockholder Approval Meeting for approval of resolutions (the date “Resolutions”) amending the Stockholder Approval is obtained, Certificate of Incorporation to authorize 400,000,000 additional shares of Common Stock (such affirmative approval being referred to herein as the “Stockholder Approval DateApproval”), and the Company shall use its reasonable best commercial efforts to solicit proxies in favor its stockholders’ approval of the Stockholder Approval Resolutions (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) and to cause the Board board of Directors directors of the Company to recommend to the stockholders that they vote in favor of approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder ApprovalApproval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts commercial efforts, the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting Meetings to be held within 90 days after no later than the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained at such subsequent Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held semi-annually end of each calendar quarter thereafter until the such Stockholder Approval is obtained. The vote or proxy submitted by or on behalf of each holder of the Company’s outstanding Common Stock and preferred stock, including the outstanding Preferred Stock, shall be included for purposes of determining whether there is a quorum for conducting business at each such Stockholder Meeting and for purposes of determining whether the Resolutions receive Stockholder Approval.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a the next special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 60 sixty-five (65) calendar days after the Issuance Closing Date (the “Stockholder Meeting Deadline”), a proxy statement statement, substantially in the form which has been previously reviewed by the Buyers and Xxxxxxx Xxxx & Xxxxx LLP, at the expense of the Company, soliciting each such stockholder’s affirmative vote in favor at the Stockholder Meeting for approval of resolutions providing for the Company’s issuance of all of the Stockholder Approval Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market without giving effect to the Exchange Cap provisions set forth in the Notes and without giving effect to the Exercise Floor Price set forth in the Warrants (the date the Stockholder Approval is obtained, such affirmative approval being referred to herein as the “Stockholder Approval DateApproval”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders’ approval of the Stockholder Approval such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of approve such resolutions. The Company shall be obligated to use its reasonable best efforts to obtain the Stockholder ApprovalApproval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts the every three (3) months thereafter until such Stockholder Approval is not obtained at such subsequent Stockholder Meeting, or the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until the Stockholder Approval is obtainedNotes are no longer outstanding.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special or annual meeting of stockholders shareholders of the Company (the “"Stockholder Meeting”"), which initially shall be promptly called and held not later than 60 days after the Issuance Date December 31, 2006 (the “"Stockholder Meeting Deadline”"), a proxy statement statement, substantially in the form which has been previously reviewed by the Buyers and Xxxxxxx Xxxx & Xxxxx LLP at the expense of the Company, soliciting each such stockholder’s 's affirmative vote in favor at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the Company's issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval (Approval" and the date the Stockholder Approval such approval is obtained, the “"Stockholder Approval Date”"), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders' approval of the Stockholder Approval Resolutions and to cause the Board of Directors to recommend to the stockholders that they vote in favor of approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder ApprovalApproval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts efforts, the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional solicit Stockholder Meeting to be held within 90 days after Approval at the Stockholder Meeting Deadline. If, despite the Company's annual stockholders meeting each year and use its reasonable best efforts the to obtain such Stockholder Approval is not obtained at such subsequent Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until the Stockholder Approval is obtained.

Stockholder Approval. The Company shall either (x) if As soon as practicable after the date hereof, the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court hold an annual or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 60 days after ) for the Issuance Date (purpose of obtaining the “Stockholder Meeting Deadline”), a proxy statement soliciting such stockholder’s affirmative vote in favor approval of the Stockholder Approval stockholders of the Company of an amendment to the Certificate of Incorporation of the Company to increase the number of authorized shares of Common Stock to a number of shares of Common Stock sufficient to allow for the full exercise of the Warrants (the date the Stockholder Approval is obtainedsuch approval, the “Stockholder Approval DateApproval”, and such amendment to the Company’s Certificate of Incorporation, the “Charter Amendment”), and the . The Company shall use its reasonable best efforts to solicit proxies in favor of hold the Stockholder Meeting no later than 120 days after the Closing Date (the “Stockholder Approval Deadline”). The Company shall use its reasonable best efforts to obtain the Stockholder Approval and to shall cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of the Stockholder Approvalapprove such matter. If, despite the Company's ’s reasonable best efforts the efforts, Stockholder Approval is not obtained effected on or prior to the Stockholder Meeting Approval Deadline, the Company shall cause an additional Stockholder Meeting stockholder meeting to be held within 90 days after the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts the every four (4) months thereafter until such Stockholder Approval is not obtained at such subsequent and the Charter Amendment is filed. Once Stockholder MeetingApproval is obtained, the Company shall cause an additional promptly (and in any event within five (5) Business Days) file a charter amendment with the Secretary of State of the State of Delaware evidencing such Stockholder Meeting to be held semi-annually thereafter until the Stockholder Approval is obtainedApproval.

Stockholder Approval. The Company (a) Parent shall either (x) if take all action necessary under Applicable Law and the Company shall have obtained the prior written consent articles of incorporation and bylaws of Parent to establish a record date, duly call, give notice of, convene and hold a meeting of the requisite stockholders holders of Common Stock to approve the Proposals (the “Parent Stockholder ConsentMeeting”) to obtain the ). The Parent Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent Meeting shall be held on a date selected by preparing and filing Parent in consultation with the Commission, Seller as promptly as practicable, but prior and in any event (to the 30th day after extent permissible under Applicable Law) the Issuance Original Date shall be within forty-five (or45) days following the date on which the definitive Proxy Statement is mailed by Parent to the holders of Common Stock for the purpose of obtaining the Parent Stockholder Approval pursuant to this Section 6.05. Parent shall (i) ensure that the Parent Stockholder Meeting is called, if such filing is delayed by a court or regulatory agencynoticed, convened, held and conducted, and that all Persons solicited in connection with Parent Stockholder Meeting are solicited, in no event later than 60 days after the Issuance Date), an information statement compliance with respect thereto or all Applicable Law and (yii) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 60 days after the Issuance Date (the “Stockholder Meeting Deadline”), a proxy statement soliciting such stockholder’s affirmative vote in favor of the Stockholder Approval (the date the Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit from its stockholders proxies in favor of the Proposals, including such other actions as are required by Applicable Law. The Proposals shall be the only matters which Parent shall propose to be acted on by Parent’s stockholders at the Parent Stockholder Approval and Meeting unless otherwise approved in writing by Seller. Parent shall retain a nationally recognized proxy soliciting firm reasonably acceptable to cause Seller, which proxy soliciting firm shall assist Parent in obtaining the Board of Directors to recommend to the stockholders that they vote in favor of the Parent Stockholder Approval. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained at such subsequent Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until the Stockholder Approval is obtained.

Stockholder Approval. The Company shall either (x) if Within 45 days of Closing, the Company shall have obtained file with the prior written consent SEC a proxy statement, in a form reasonably acceptable to the Buyers, soliciting the affirmative votes of each of its stockholders of record for approval of resolutions providing for (i) the issuance of the requisite stockholders (Securities, including, for the “Stockholder Consent”) to obtain avoidance of doubt, the Stockholder Approval, inform approval of a change of control of the Company’s stockholders , in compliance with the rules and regulations of the receipt of Principal Market and (ii) an increase in the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Required Reserve Amount (the “Stockholder MeetingApproval”), which shall be promptly called ; and held not later than 60 days after the Issuance Date (the “Stockholder Meeting Deadline”), a proxy statement soliciting such stockholder’s affirmative vote in favor of the Stockholder Approval (the date the Stockholder Approval is obtained, the “Stockholder Approval Date”), ) and the Company shall use its reasonable best efforts to solicit proxies in favor to, at the expense of the Stockholder Approval Company, solicit its stockholders’ approval of such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor approve such resolutions. The Company shall hold a special meeting of stockholders (the “Stockholder Meeting”) for purposes of Stockholder Approval no later than August 1, 2024 (the “Stockholder Meeting Deadline”), and the Company shall be obligated to seek to obtain the Stockholder ApprovalApproval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after the Stockholder Meeting Deadlinelater. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained at after such subsequent Stockholder Meetingstockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until the such Stockholder Approval is obtained. Notwithstanding the above, the Company shall not be required to hold a Stockholder Meeting or seek Stockholder Approval any time following the time when the Preferred Shares are no longer outstanding if upon full exercise of the Warrants, the shares of Common Stock issued pursuant to the Preferred Shares and Warrants would not exceed the Exchange Cap (as defined in the Certificate of Designations). Each Buyer covenants to vote, and shall cause its affiliates to vote, all Preferred Shares owned by such Buyer or its affiliates, as applicable, in respect of any resolution presented to the stockholders of the Company for the purpose of obtaining the Stockholder Approval. For clarity, the Buyer’s agreement to vote its Preferred Shares in accordance with the foregoing sentence, does not require the Buyer to vote such shares for or against any other proposal or proposals, whether or not such other proposal or proposals are recommended by the Board of Directors.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent If required by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court any governmental or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be called as promptly called and held not as practicable after the date hereof, but in no event later than 60 days after the Issuance Date May 31, 2012 (the “Stockholder Meeting Deadline”), a proxy statement statement, in a form reasonably acceptable to the Purchasers after review by Xxxxxxx Xxxx & Xxxxx LLP at the expense of the Company, soliciting each such stockholder’s affirmative vote in favor at the Stockholder Meeting for approval of resolutions (the “Resolutions”) providing for the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Trading Market (such affirmative approval being referred to herein as the “Stockholder Approval (Approval” and the date the Stockholder Approval such approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders’ approval of the Stockholder Approval such Resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of approve the Stockholder ApprovalResolutions. If, despite the Company's reasonable best efforts The Company shall be obligated to seek to obtain the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts efforts, the Stockholder Approval is not obtained at such subsequent the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held semi-annually each calendar quarter thereafter until the Stockholder Approval is obtained.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder ApprovalApproval (as defined below), inform the Company’s stockholders of the Company of the receipt of the Stockholder Consent by preparing and filing with the CommissionSEC, as promptly as practicablepracticable after the date hereof, but prior to the 30th tenth (10th) calendar day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Closing Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held as soon as feasible, but not later than 60 days the sixtieth (60th) calendar day after the Issuance Closing Date (the “Stockholder Meeting Deadline”), a proxy statement soliciting such statement. The proxy statement, if any, shall solicit each of the Company’s stockholder’s affirmative vote in favor at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for the approval of the issuance of all of the Conversion Shares in compliance with the rules and regulations of the Principal Market (without regard to any limitations on conversion set forth in the Note) (such affirmative approval being referred to herein as the “Stockholder Approval (Approval”, and the date the such Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders’ approval of the Stockholder Approval such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of the Stockholder Approvalapprove such resolutions. If, despite the Company's reasonable best efforts The Company shall be obligated to obtain the Stockholder Approval is not obtained on or prior to by the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained at such subsequent Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until the Stockholder Approval is obtained.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 60 days after the Issuance Date (the “Stockholder Meeting Deadline”), a proxy statement soliciting such stockholder’s affirmative vote in favor of the Stockholder Approval (the date the Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor of the Stockholder Approval and to cause the Board of Directors to recommend to the stockholders that they vote in favor of the Stockholder Approval. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained at such subsequent Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until the Stockholder Approval is obtained.. ******************** (Signature Page Follows) 24

Stockholder Approval. The Company shall either (x) if As soon as practicable following the Second Closing, the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which Stockholder Meeting shall be promptly called and held not no later than 60 180 days after the Issuance Date (the “Stockholder Meeting Deadline”)Effective Date, a proxy statement meeting the requirements of Section 14 of the Exchange Act (the “Proxy Statement”) soliciting each such stockholder’s affirmative vote in favor of at the Stockholder Approval (the date Meeting for the Stockholder Approval is obtained, the “Stockholder Approval Date”)Approval, and the Company shall use its reasonable best efforts to solicit proxies in favor of the Stockholder Approval and to cause the Board of Directors to recommend to the stockholders that they vote in favor of provide the Stockholder Approval. The Company shall use reasonable best efforts to obtain the Stockholder Approval within 180 days of the Effective Date (the “Stockholder Approval Deadline”). The Company shall keep the Purchaser apprised of the status of matters relating to the Proxy Statement and the Stockholder Meeting, including promptly furnishing the Purchaser and its counsel with copies of notices or other communications related to the Proxy Statement, the Stockholder Meeting or the transactions contemplated hereby received by the Company from the SEC or the NASDAQ. If, despite the Company's ’s reasonable best efforts the efforts, Stockholder Approval is not obtained for all matters on or our prior to the Stockholder Meeting Approval Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained at such subsequent Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held semi-annually every three months thereafter until the such Stockholder Approval is obtained.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 60 days after the Issuance Date April 29, 2021 (the “Stockholder Meeting Deadline”), a proxy statement statement, in a form reasonably acceptable to the Buyers and Xxxxxx Xxxx & Xxxxxx LLP, at the expense of the Company, with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $5,000, soliciting each such stockholder’s affirmative vote in favor at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for the offer and sale of the Securities, pursuant to the terms and conditions hereof, so that the sale of all such securities is in compliance with Nasdaq Listing Rule 5635 (the “Stockholder Approval (Approval”, and the date the Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders’ approval of the Stockholder Approval such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of approve such resolutions. The Company shall be obligated to seek to obtain the Stockholder ApprovalApproval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after the Stockholder Meeting Deadlineon or prior to July 31, 2021. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained at after such subsequent Stockholder Meetingstockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually quarterly thereafter until the such Stockholder Approval is obtained. Until the Stockholder Approval Date, the Company shall not consummate any Subsequent Financing with a New Issuance Price less than the Floor Price (as defined in the Unregistered Warrants).

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “"Stockholder Meeting”"), which shall be called as promptly called and held not as practicable after the date hereof, but in no event later than 60 days four (4) months after the Issuance Date Closing (the “"Stockholder Meeting Deadline”"), a proxy statement statement, in a form reasonably acceptable to the Buyers, soliciting each such stockholder’s 's affirmative vote in favor at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all of the Stockholder Approval Securities as described in the Transaction Documents (without the need for any Exercise Floor Price or any other limit on the number of Adjustment Shares issuable hereunder or the number of Warrant Shares issuable pursuant to the Warrants) in accordance with applicable law, the provisions of the Bylaws and the rules and regulations of the Principal Market (the "Stockholder Approval" and the date the Stockholder Approval such approval is obtained, the “"Stockholder Approval Date”"), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders' approval of the Stockholder Approval such Resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of approve the Stockholder ApprovalResolutions. If, despite the Company's reasonable best efforts The Company shall be obligated to seek to obtain the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts efforts, the Stockholder Approval is not obtained at such subsequent the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held semi-annually each calendar quarter thereafter until the Stockholder Approval is obtained.

Stockholder Approval. The Company shall either In the event that Stockholder Approval is required pursuant to the rules of the Principal Market because the number of Conversion Shares and the maximum number of Additional Shares is greater in the aggregate than 19.99% of the number of shares of Common Stock outstanding immediately prior to the Closing Date (x) if the “19.99% Rule”), the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special the next meeting of stockholders of the Company (the “Stockholder Stockholders Meeting”), which meeting shall be promptly called and held not later than 60 occur on or before ninety (90) days after from the Issuance Date date of such determination (the “Stockholder Stockholders Meeting Deadline”), a proxy statement statement, which has been previously reviewed by the Buyer and its counsel, soliciting each such stockholder’s affirmative vote in favor at such stockholder meeting for approval of the Stockholder Approval Company’s issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (the date the Stockholder Approval is obtained, such affirmative approval being referred to herein as the “Stockholder Approval DateApproval”), and the Company shall use solicit its reasonable best efforts to solicit proxies in favor stockholders’ approval of such issuance of the Stockholder Approval and to cause the Board of Directors to recommend to the stockholders that they vote in favor of the Stockholder ApprovalSecurities. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after each six month period thereafter until such Stockholder Approval is obtained, provided that if the Company’s Board of Directors does not recommend to the stockholders that they approve the Resolutions at any such Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts and the Stockholder Approval is not obtained at such subsequent Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held semi-annually each calendar quarter thereafter until the such Stockholder Approval is obtained.

Stockholder Approval. The Company shall either a. No later than the next meeting (xwhether annual or special) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Company Stockholders”) after the date hereof, the Company shall convene and hold a meeting of the Company Stockholders (the “Company Stockholder Meeting”) to consider and vote on the issuance of the Warrant in respect of any Warrant Shares in excess of 3,222,681 shares, pursuant to the applicable rules of the New York Stock Exchange, including but not limited to, New York Stock Exchange Rule 312.03(c), which shall be promptly called and held not later than 60 days after for the Issuance Date avoidance of doubt, without giving effect to any “cashless” or “net” exercise provisions therein (the “Requisite Stockholder Approval”); provided that the parties acknowledge that such meeting may be postponed or adjourned in accordance with the Company’s bylaws or as otherwise required by Applicable Law if (x) there is an insufficient number of shares of Common Stock present or represented by a proxy at the Company Stockholder Meeting Deadline”), a proxy statement soliciting such stockholder’s affirmative vote in favor of the Stockholder Approval (the date the Stockholder Approval is obtained, the “Stockholder Approval Date”), and to conduct business at the Company shall use Stockholder Meeting, (y) the Company is required to postpone or adjourn the Company Stockholder Meeting by Applicable Law or a request from the Commission or its reasonable best efforts staff, or (z) the Company determines in good faith that it is necessary or appropriate to solicit proxies postpone or adjourn the Company Stockholder Meeting in favor of order to give the Stockholder Approval and Company Stockholders sufficient time to cause evaluate any information or disclosure that the Board of Directors Company has sent or otherwise made available to recommend to the stockholders that they vote in favor of the Stockholder Approvalthem. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts the Requisite Stockholder Approval is not obtained at such subsequent or prior to the Company Stockholder Meeting, the Company shall at Amazon’s request cause an additional Company Stockholder Meeting to be held semi-annually every twelve (12) months thereafter until the such Requisite Stockholder Approval is obtainedobtained or the Warrant is no longer outstanding.

Stockholder Approval. The Company shall either (x) if Promptly following the Closing Date, the Company shall have obtained file with the prior written consent Commission one or more definitive proxy statements, at the expense of the requisite stockholders Company, for one or more Meetings (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if which such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which initial Meetings shall be promptly called and held not later than 60 days after following the Issuance Date (the “Stockholder Meeting Deadline”Closing Date), a proxy statement soliciting stockholder approval at such stockholder’s Meetings for the Authorized Common Stock Increase Proposal and the Warrant Proposal (collectively, such affirmative vote in favor of approval being referred to herein collectively as the "Stockholder Approval (Approval" and the date the such Stockholder Approval is obtained, the “"Stockholder Approval Date”"), and the . The Company shall use its reasonable best efforts to solicit proxies in favor of the Stockholder Approval and to cause the Board of Directors to recommend to the stockholders that they vote in favor obtain all components of the Stockholder Approval. If, despite If the Company's reasonable best efforts Company does not obtain all components of the Stockholder Approval is not obtained on or at Meetings prior to the 60th day following the Closing Date, the Company shall call additional Meetings four months thereafter to seek any remaining components of the Stockholder Approval. If the Company does not obtain all components of the Stockholder Approval at such additional Meetings, the Company shall call a Meeting Deadlineevery sixty (60) days thereafter to seek any remaining components of the Stockholder Approval using printed proxy materials until the earlier of the date that all components of the Stockholder Approval are obtained or consent of the Board of Directors in lieu thereof is obtained that satisfied Nasdaq Listing Rule 5635. Upon receipt of the Stockholder Approval with respect to the Authorized Common Stock Increase Proposal, the Company shall cause an additional Stockholder Meeting the amendment to the Company’s Articles of Incorporation, as amended, approved thereby (the “Common Stock Increase Amendment”) to be held within 90 days after filed with the Stockholder Meeting Deadline. If, despite Nevada Secretary of State on the Company's reasonable best efforts the date of such Stockholder Approval is not obtained at or as soon as practicable thereafter (the effective date of such subsequent Stockholder Meetingamendment, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until the Stockholder Approval is obtained“Common Stock Increase Effective Date”).

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting or annual meeting, as applicable, of the stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 60 days after the Issuance Date October 18, 2012 (the “Stockholder Meeting Deadline”), a proxy statement statement, substantially in a form which shall have been previously reviewed by Xxxxxxxxx Xxxxxxx LLP, at the expense of the Company but in any event such expense not to exceed $5,000 without the prior written approval of the Company; soliciting each such stockholder’s affirmative vote in favor at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for the Company’s issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the “Stockholder Approval (Approval”, and the date the such Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders’ approval of the Stockholder Approval such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of approve such resolutions. The Company shall be obligated to seek to obtain the Stockholder ApprovalApproval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after at each subsequent annual meeting of the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts the Company thereafter until such Stockholder Approval is not obtained at or, if earlier, such subsequent Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until the Stockholder Approval is obtaineddate no Notes or Warrants remain outstanding.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “"Stockholder Meeting”"), which initially shall be promptly called and held not later than 60 days after the Issuance Date December 1, 2006 (the “"Stockholder Meeting Deadline”"), a proxy statement statement, substantially in the form which has been previously reviewed by the Buyers and a counsel of their choice at the expense of the Company, soliciting each such stockholder’s 's affirmative vote in favor of at the Stockholder Approval Meeting for approval of resolutions (the "Resolutions") providing for an increase in the number of authorized shares of Common Stock to not less than 150,000,000 shares of Common Stock (the "Capital Increase") (such affirmative approval being referred to herein as the "Stockholder Approval" and the date the Stockholder Approval such approval is obtained, the “"Stockholder Approval Date”"), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders' approval of the Stockholder Approval Resolutions and to cause the Board of Directors to recommend to the stockholders that they vote in favor of approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder ApprovalApproval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts efforts, the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained at such subsequent Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held semi-annually every three (3) months thereafter until the such Stockholder Approval is obtained.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a an annual or special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 60 days after the Issuance Date December 31, 2020 (the “Stockholder Meeting Deadline”), a proxy statement statement, in a form reasonably acceptable to the lead Buyer and Xxxxxx Xxxx & Xxxxxx LLP, at the expense of the Company, with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $5,000, soliciting each such stockholder’s affirmative vote in favor at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for the issuance of the Securities (as defined herein) in compliance with the rules and regulations of the Principal Market (“Stockholder Approval (Approval”, and the date the Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders’ approval 4812-8381-8166v.6 of the Stockholder Approval such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of approve such resolutions. The Company shall be obligated to seek to obtain the Stockholder ApprovalApproval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after the Stockholder Meeting Deadlineon or prior to June 30, 2021. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained at after such subsequent Stockholder Meetingstockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually quarterly thereafter until the such Stockholder Approval is obtained.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 60 sixty (60) days after the Issuance Date (the “Stockholder Meeting Deadline”), a proxy statement soliciting such stockholder’s affirmative vote in favor of the Stockholder Approval (the date the Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor of the Stockholder Approval and to cause the Board of Directors to recommend to the stockholders that they vote in favor of the Stockholder Approval. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 ninety (90) days after the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained at such subsequent Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until the Stockholder Approval is obtained.. ******************** (Signature Page Follows)

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 60 days after following the Issuance Date date of this Agreement (the “Stockholder Meeting Deadline”), a proxy statement, in each case, in a form reasonably acceptable to the Holder, at the expense of the Company, with the Company obligated to reimburse the expenses of Holder’s counsel incurred in connection therewith in an amount not to exceed $5,000. The proxy statement soliciting such shall solicit each of the Company’s stockholder’s affirmative vote in favor at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for the approval of the issuance of all of the Securities, in compliance with the rules and regulations of the Principal Market (without regard to any limitations on exercise set forth in the Warrants or the Prefunded Warrants) (such affirmative approval being referred to herein as the “Stockholder Approval (Approval”, and the date the such Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders’ approval of the Stockholder Approval such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of approve such resolutions. The Company shall be obligated to seek to obtain the Stockholder ApprovalApproval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after the Stockholder Meeting Deadlineas soon as possible. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained at after such subsequent Stockholder Meetingstockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until the such Stockholder Approval is obtained.. 37

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at either (x) the next annual meeting of stockholders of the Company or (y) a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 60 days after the Issuance Date December 1, 2015 (the “Stockholder Meeting Deadline”), a proxy statement soliciting each such stockholder’s 's affirmative vote in favor at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for the Company’s (x) issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market and (y) an increase in the number of shares of Common Stock the Company is authorized to issue to 250,000,000 (such affirmative approval being referred to herein as the “Stockholder Approval (Approval”, and the date the such Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders' approval of the Stockholder Approval such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of approve such resolutions. The Company shall be obligated to seek to obtain the Stockholder ApprovalApproval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after once in each of the three subsequent calendar quarters thereafter until such Stockholder Meeting DeadlineApproval is obtained. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained at after such subsequent Stockholder Meetingstockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until the such Stockholder Approval is obtained.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 60 days after the Issuance Date March 1, 2025 (the “Stockholder Meeting Deadline”), a proxy statement soliciting such statement, in each case, in a form reasonably acceptable to the Holder and Xxxxxx Xxxx & Xxxxxx LLP, at the expense of the Company, with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each of the Company’s stockholder’s affirmative vote in favor at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for the approval of any matters requiring stockholder approval pursuant to the listing requirements of the Principal Market including, without limitation the issuance of more than 20% of the outstanding shares of Common Stock, in connection with the Transaction (such affirmative approval being referred to herein as the “Stockholder Approval (Approval”, and the date the such Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders’ approval of the Stockholder Approval such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of approve such resolutions. The Company shall be obligated to seek to obtain the Stockholder ApprovalApproval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after the Stockholder Meeting Deadlineon or prior to April 3, 2025. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained at after such subsequent Stockholder Meetingstockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until the such Stockholder Approval is obtained.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 60 ninety (90) days after following the Issuance Closing Date (the “Stockholder Meeting Deadline”), a proxy statement statement, in a form reasonably acceptable to counsel for the Lead Investor, at the expense of the Company, soliciting each such stockholder’s affirmative vote in favor at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for the approval of the removal of the limitations on voting and on conversion set forth in Sections 2(a) and 4 of the Certificate of Designations and Section 2(e) of the Warrants in compliance with Nasdaq Rule 5635(d) (the “Stockholder Approval (Approval”, and the date the Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders’ approval of the Stockholder Approval such resolutions and to cause the Company Board of Directors to recommend to the stockholders that they vote in favor of approve such resolutions. The Company shall be obligated to seek to obtain the Stockholder ApprovalApproval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting include a proposal to be held within 90 days after approve the Stockholder Meeting Deadline. If, despite Resolutions in the Company's reasonable best efforts the Stockholder Approval is not obtained at such subsequent Stockholder Meeting, proxy statement for each annual meeting of stockholders of the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter (and in no event less frequently than every calendar year) until the such Stockholder Approval is obtained. Each Buyer acknowledges that, as required by the rules of the Principal Market, holders of, the shares of Preferred Stock (on an as-converted basis), Conversion Shares and Warrant Shares not eligible to vote such shares with respect to the Stockholder Resolutions and such Buyer agrees to not vote any shares of Preferred Stock (on an as-converted basis), Conversion Shares or Warrant Shares held by such Buyer with respect to the Stockholder Resolutions.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special or annual meeting of stockholders shareholders of the Company (the “Stockholder Meeting”), which initially shall be promptly called and held not later than 60 days after the Issuance Date October 15, 2006 (the “Stockholder Meeting Deadline”), a proxy statement statement, substantially in the form which has been previously reviewed by the Buyers and a counsel of their choice at the expense of the Company, soliciting each such stockholder’s affirmative vote in favor at the Stockholder Meeting for approval of resolutions (the “Resolutions”) providing for the Company’s issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the “Stockholder Approval (Approval” and the date the Stockholder Approval such approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders’ approval of the Stockholder Approval Resolutions and to cause the Board of Directors to recommend to the stockholders that they vote in favor of approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder ApprovalApproval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after each twelve month period thereafter until such Stockholder Approval is obtained, provided that if the Board does not recommend to the stockholders that they approve the Resolutions at any such Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts and the Stockholder Approval is not obtained at such subsequent Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held semi-annually each calendar quarter thereafter until the such Stockholder Approval is obtained.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 60 days after the Issuance Date (the “Stockholder Meeting Deadline”), a proxy statement soliciting such stockholder’s affirmative vote in favor of the Stockholder Approval (the date the Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor of the Stockholder Approval and to cause the Board of Directors to recommend to the stockholders that they vote in favor of the Stockholder Approval. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained at such subsequent Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until the Stockholder Approval is obtained.. ******************** (Signature Page Follows) 16

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 60 days after the Issuance Date May 31, 2023 (the “Stockholder Meeting Deadline”), a proxy statement statement, in a form reasonably acceptable to the Buyers and Xxxxx, Xxxxx, Xxxx, Xxxxxx, Glovsky and Xxxxx, P.C., at the expense of the Company, with the Company obligated to reimburse the expenses of Xxxxx, Xxxxx, Xxxx, Xxxxxx, Xxxxxxx and Xxxxx, P.C. incurred in connection therewith in an amount not exceed $5,000, soliciting each such stockholder’s affirmative vote in favor at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for the issuance of all of the Stockholder Approval Securities in compliance with the rules and regulations of the Principal Market and any increase in authorized shares under the Certificate of Incorporation required for such issuance (without regard to any limitations on conversion or exercise, as applicable, with respect thereto) (the “Stockholder Approval”, and the date the such Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders’ approval of the Stockholder Approval such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve such resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline and use its reasonable best efforts to cause the affiliates of the Company to vote their shares in favor of the Stockholder ApprovalResolutions at the Stockholder Meeting. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after the Stockholder Meeting Deadlineon or prior to July 31, 2023. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained at after such subsequent Stockholder Meetingstockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until the such Stockholder Approval is obtained.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 60 days after the Issuance Date September 1, 2016 (the “Stockholder Meeting Deadline”), a proxy statement statement, in a form reasonably acceptable to the Buyers and Xxxxxx Xxxx & Xxxxxx LLP, at the expense of the Company, with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not to exceed $10,000, soliciting each such stockholder’s affirmative vote in favor at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for the approval of the issuance of all of the Securities in compliance with the rules and regulations of the Principal Market (without regard to any limitations on conversion or exercise set forth in the Notes or Warrants, respectively) (the “Stockholder Approval (Approval”, and the date the Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders’ approval of the Stockholder Approval such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of approve such resolutions. The Company shall be obligated to seek to obtain the Stockholder ApprovalApproval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after the Stockholder Meeting Deadlineon or prior to December 31, 2016. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained at after such subsequent Stockholder Meetingstockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until the such Stockholder Approval is obtained.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a an annual or special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 60 days after the Issuance Date November 30, 2020 (the “Stockholder Meeting Deadline”), a proxy statement statement, in a form reasonably acceptable to the Buyers and Xxxxxx Xxxx & Xxxxxx LLP, at the expense of the Company, with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $5,000, soliciting each such stockholder’s affirmative vote in favor at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for the issuance of the Securities in compliance with the rules and regulations of the Principal Market (the “Stockholder Approval (Approval”, and the date the Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders’ approval of the Stockholder Approval such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of approve such resolutions. The Company shall be obligated to seek to obtain the Stockholder ApprovalApproval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after the Stockholder Meeting Deadlineon or prior to February 28, 2021. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained at after such subsequent Stockholder Meetingstockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually quarterly thereafter until the such Stockholder Approval is obtained.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 60 days after the Issuance Date December 31, 2008 (the “Stockholder Meeting Deadline”), a proxy statement, substantially in the form which has been previously reviewed by Xxxxxxx Xxxx & Xxxxx LLP, at the expense of the Company, not to exceed $10,000 (which review shall be completed within five (5) Business Days (as defined in the Purchase Agreement) of such counsel’s receipt of the proxy statement and such review requirement shall be waived if such counsel has not completed its review within such five (5) Business Day period), soliciting each such stockholder’s affirmative vote in favor at the Stockholder Meeting for approval of resolutions providing for the Company’s issuance of all of the Stockholder Approval Securities (as defined in the date Purchase Agreement) as described in the Stockholder Approval is obtained, Transaction Documents (as defined in the Purchase Agreement) in accordance with applicable law and the rules and regulations of Amex (such affirmative approval being referred to herein as the “Stockholder Approval DateApproval”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders’ approval of the Stockholder Approval such resolutions and to cause the Board board of Directors directors of the Company to recommend to the stockholders that they vote in favor of approve such resolutions. The Company shall be obligated to use its reasonable best efforts to obtain the Stockholder ApprovalApproval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts the every six (6) months thereafter until such Stockholder Approval is not obtained at such subsequent Stockholder Meeting, or the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until the Stockholder Approval is obtainedPreferred Shares are no longer outstanding.

Stockholder Approval. The Company shall either (xa) if To the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commissionextent required, as promptly as practicablereasonably practicable following the date of this Agreement, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, and in any event no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special Company’s 2023 annual meeting of the stockholders of the Company (the “Company Stockholders”), the Company shall convene and hold a meeting of the Company Stockholders (the “Company Stockholder Meeting”) to consider and vote on the issuance of the Warrant in respect of any Warrant Shares in excess of 53,852,492 shares, pursuant to the applicable rules of the NASDAQ Global Select Market, including but not limited to, NASDAQ Rule 5635(d), which shall be promptly called and held not later than 60 days after for the Issuance Date avoidance of doubt, without giving effect to any “cashless” or “net” exercise provisions therein (the “Requisite Stockholder Approval”); provided that the parties acknowledge that such meeting may be postponed or adjourned in accordance with the Company’s bylaws or as otherwise required by Applicable Law if (x) there is an insufficient number of shares of Common Stock present or represented by a proxy at the Company Stockholder Meeting Deadline”), a proxy statement soliciting such stockholder’s affirmative vote in favor of the Stockholder Approval (the date the Stockholder Approval is obtained, the “Stockholder Approval Date”), and to conduct business at the Company shall use Stockholder Meeting, (y) the Company is required to postpone or adjourn the Company Stockholder Meeting by Applicable Law or a request from the Commission or its reasonable best efforts staff, or (z) the Company determines in good faith that it is necessary or appropriate to solicit proxies postpone or adjourn the Company Stockholder Meeting in favor of order to give the Stockholder Approval and Company Stockholders sufficient time to cause evaluate any information or disclosure that the Board of Directors Company has sent or otherwise made available to recommend to the stockholders that they vote in favor of the Stockholder Approvalthem. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts the Requisite Stockholder Approval is not obtained at such subsequent or prior to the Company Stockholder Meeting, the Company shall cause an additional seek to obtain such Requisite Stockholder Meeting to be held semi-annually thereafter Approval at a meeting of the stockholders of the Company at least once each calendar year and within 13 months of the previous meeting of the stockholders of the Company at which the Requisite Stockholder Approval was sought until the such Requisite Stockholder Approval is obtainedobtained or the Warrant is no longer outstanding.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which meeting shall be promptly called and held not no later than 60 days after the Issuance Date Company’s annual meeting to be held in 2011 (which shall be held no later than July 31, 2011) (the “Stockholder Meeting Deadline”)), a proxy statement statement, substantially in a form which has been previously reviewed by each of the Buyers and each of their counsel, soliciting each such stockholder’s affirmative vote in favor of at the Stockholder Approval Meeting for approval of a resolution (the date “Resolution”) to amend the Stockholder Approval is obtainedCertificate of Incorporation to increase the Company’s authorized capital stock to at least 501,000,000, but not more than 1,001,000,000, shares of capital stock, at least 500,000,000, but not more than 1,000,000,000, of such shares being Common Stock and 1,000,000 of such shares being preferred stock (such affirmative approval being referred to herein as the “Stockholder Approval DateApproval”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders’ approval of the Stockholder Approval Resolution (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) and to cause the Board board of Directors directors of the Company to recommend to the stockholders that they vote in favor of approve the Resolution. The Company shall be obligated to hold the Stockholder ApprovalMeeting by the Stockholder Meeting Deadline and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, despite the Company's reasonable ’s best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained at such subsequent Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held semi-annually every three (3) months thereafter until the such Stockholder Approval is obtained. Until Stockholder Approval is obtained, (i) the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 of the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Exercise Price of the Series A Warrants at any time while any of the shares of Preferred Stock or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Warrant Shares) be issued, or be deemed to be issued as contemplated hereby, for less than the fair market value of the Common Stock at the time such Excluded Securities are so issued or are so deemed to be issued.

Stockholder Approval. The Company shall either In the event that Stockholder Approval is required pursuant to the rules of the Principal Market for the issuance of a number of Conversion Shares greater in the aggregate than 19.99% of the number of shares of Common Stock outstanding immediately prior to the Closing Date (x) if the “19.99% Rule”), the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special the next meeting of stockholders of the Company Company, which meeting shall occur on or before ninety (90) days from the date of such determination (the “Stockholder Meeting”), which shall be promptly called and held not later than 60 days after the Issuance Date (the “Stockholder Stockholders Meeting Deadline”), a proxy statement statement, which has been previously reviewed by the Buyers and a counsel of their choice, soliciting each such stockholder’s affirmative vote in favor at such stockholder meeting for approval of the Stockholder Approval Company’s issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (the date the Stockholder Approval is obtained, such affirmative approval being referred to herein as the “Stockholder Approval DateApproval”), and the Company shall use solicit its reasonable best efforts to solicit proxies in favor stockholders’ approval of such issuance of the Stockholder Approval Securities and to shall cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of the Stockholder Approvalapprove such proposal. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Stockholders Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after each six month period thereafter until such Stockholder Approval is obtained, provided that if the Company’s Board of Directors does not recommend to the stockholders that they approve the Resolutions at any such Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts and the Stockholder Approval is not obtained at such subsequent Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held semi-annually each calendar quarter thereafter until the such Stockholder Approval is obtained.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not no later than 60 days after the Issuance Date September 12, 2024 (the “Stockholder Meeting Deadline”), a proxy statement statement, in a form reasonably acceptable to the Buyers, at the expense of the Company, soliciting each such stockholder’s affirmative vote in favor at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for the issuance of the Securities in compliance with the rules and regulations of the Principal Market (the “Stockholder Approval (Approval”, and the date the Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders’ approval of the Stockholder Approval such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of approve such resolutions. The Company shall be obligated to seek to obtain the Stockholder ApprovalApproval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after the Stockholder Meeting Deadlinelater. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained at after such subsequent Stockholder Meetingstockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until the such Stockholder Approval is obtained. Notwithstanding the above, the Company shall not be required to hold a Stockholder Meeting or seek Stockholder Approval at any time following the time when the Notes are no longer outstanding if upon full exercise of the Warrants, the shares of Common Stock issued pursuant to the Notes and Warrants would not exceed the Exchange Cap (as defined in the Notes).

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not no later than 60 days after the Issuance Date March 1, 2023 (the “Stockholder Meeting Deadline”), a proxy statement statement, in a form reasonably acceptable to the Buyers, at the expense of the Company, soliciting each such stockholder’s affirmative vote in favor at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for the issuance of the Securities in compliance with the rules and regulations of the Principal Market (the “Stockholder Approval (Approval”, and the date the Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders’ approval of the Stockholder Approval such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of approve such resolutions. The Company shall be obligated to seek to obtain the Stockholder ApprovalApproval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after the Stockholder Meeting Deadlinelater. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained at after such subsequent Stockholder Meetingstockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until the such Stockholder Approval is obtained. Notwithstanding the above, the Company shall not be required to hold a Stockholder Meeting or seek Stockholder Approval any time following the time when the Preferred Shares are no longer outstanding if upon full exercise of the Warrants, the shares of Common Stock issued pursuant to the Preferred Shares and Warrants would not exceed the Exchange Cap (as defined in the Certificate of Designations).

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not no later than 60 days after the Issuance Date October 31, 2023 (the “Stockholder Meeting Deadline”), a proxy statement statement, in a form reasonably acceptable to the Buyers, at the expense of the Company, soliciting each such stockholder’s affirmative vote in favor at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for the issuance of the Securities in compliance with the rules and regulations of the Principal Market (the “Stockholder Approval (Approval”, and the date the Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders’ approval of the Stockholder Approval such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of approve such resolutions. The Company shall be obligated to seek to obtain the Stockholder ApprovalApproval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after the Stockholder Meeting Deadlinelater. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained at after such subsequent Stockholder Meetingstockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until the such Stockholder Approval is obtained. Notwithstanding the above, the Company shall not be required to hold a Stockholder Meeting or seek Stockholder Approval any time following the time when the Preferred Shares are no longer outstanding if upon full exercise of the Warrants, the shares of Common Stock issued pursuant to the Preferred Shares and Warrants would not exceed the Exchange Cap (as defined in the Certificate of Designations).

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special either (x) the next annual meeting of stockholders of the Company or (y) a special meeting of stockholder of the Company (the “"Stockholder Meeting”"), which shall be promptly called and held not later than 60 days after the Issuance Date September 1, 2008 (the “"Stockholder Meeting Deadline”"), a proxy statement statement, soliciting each such stockholder’s 's affirmative vote in favor at the Stockholder Meeting for approval of resolutions ("Stockholder Resolutions") ratifying the issuance of all of the Stockholder Approval Securities as described in the Transaction Documents and, without limitation on the foregoing, the antidilution provisions of the New Warrants, Empire Warrants and the Extension Warrants, in accordance with applicable law and the rules and regulations of the NASDAQ Capital Market (the date the Stockholder Approval is obtained, such affirmative approval being referred to herein as the “Stockholder Approval DateApproval”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders’ approval of the Stockholder Approval such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of approve such resolutions. The Company shall be obligated to seek to obtain the Stockholder ApprovalApproval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts efforts, the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after once in each twelve month period thereafter until such Stockholder Approval is obtained, provided that if the Board of Directors of the Company does not recommend to the stockholders that they approve the Resolutions at any such Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts and the Stockholder Approval is not obtained at such subsequent Stockholder Meetingobtained, the Company shall cause an additional Stockholder Meeting to be held semi-annually each calendar quarter thereafter until the such Stockholder Approval is obtained.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a an annual or special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 60 days after the Issuance Date June 30, 2022 (the “Stockholder Meeting Deadline”), a proxy statement statement, in a form reasonably acceptable to the Buyers and Xxxxxx Xxxx & Xxxxxx LLP, at the expense of the Company, with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $5,000, soliciting each such stockholder’s affirmative vote in favor at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for the issuance of the Securities in compliance with the rules and regulations of the Principal Market (the “Stockholder Approval (Approval”, and the date the Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders’ approval of the Stockholder Approval such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of approve such resolutions. The Company shall be obligated to seek to obtain the Stockholder ApprovalApproval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after the Stockholder Meeting Deadlineon or prior to September 30, 2022. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained at after such subsequent Stockholder Meetingstockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually quarterly thereafter until the such Stockholder Approval is obtained.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at either (x) the next annual meeting of stockholders of the Company or (y) a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 60 days after the Issuance Date December 15, 2014 (the “Stockholder Meeting Deadline”), pursuant to a proxy statement filed with the SEC no later than October 30, 2014, soliciting each such stockholder’s affirmative vote in favor at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for the increase of the authorized shares of Common Stock of the Company from 14,285,714 to 75,000,000 shares of Common Stock (such affirmative approval being referred to herein as the “Stockholder Approval (Approval”, and the date the such Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders’ approval of the Stockholder Approval such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of approve such resolutions. The Company shall be obligated to seek to obtain the Stockholder ApprovalApproval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after annually thereafter at the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained at such subsequent Stockholder Meeting, annual meeting of stockholders of the Company shall cause an additional Stockholder Meeting to be (or if no annual meeting of stockholders of the Company is held semi-annually thereafter in any given year, at a special meeting of stockholders of the Company in such given year) until the such Stockholder Approval is obtained.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not no later than 60 days after the Issuance Date June 7, 2023 (the “Stockholder Meeting Deadline”), a proxy statement statement, in a form reasonably acceptable to the Buyers, at the expense of the Company, soliciting each such stockholder’s affirmative vote in favor at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for the issuance of the Securities in compliance with the rules and regulations of the Principal Market (the “Stockholder Approval (Approval”, and the date the Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders’ approval of the Stockholder Approval such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of approve such resolutions. The Company shall be obligated to seek to obtain the Stockholder ApprovalApproval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after the Stockholder Meeting Deadlinelater. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained at after such subsequent Stockholder Meetingstockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until the such Stockholder Approval is obtained. Notwithstanding the above, the Company shall not be required to hold a Stockholder Meeting or seek Stockholder Approval any time following the time when the Notes are no longer outstanding if upon full exercise of the Warrants and warrants issued in the Concurrent Offering, the shares of Common Stock issued pursuant to the Notes and Warrants and Concurrent Offering would not exceed the Exchange Cap (as defined in the Notes).

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 60 days after the Issuance Date February 15, 2022 (the “Stockholder Meeting Deadline”), a proxy statement statement, in a form reasonably acceptable to the Buyers and Xxxxxx Xxxx & Xxxxxx LLP, at the expense of the Company, with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $5,000, soliciting each such stockholder’s affirmative vote in favor at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) to authorize the issuance of all of the Securities in compliance with the rules and regulations of the Principal Market (without regard to any limitations on conversion or exercise, as applicable, with respect thereto) (the “Stockholder Approval (Approval”, and the date the Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders’ approval of the Stockholder Approval such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of approve such resolutions. The Company shall be obligated to seek to obtain the Stockholder ApprovalApproval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after the Stockholder Meeting Deadlineon or prior to May 15, 2022. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained at after such subsequent Stockholder Meetingstockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until the such Stockholder Approval is obtained.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at either (x) the next annual meeting of stockholders of the Company or (y) a special meeting of stockholders stockholder of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 60 days after the Issuance Date September 1, 2008 (the “Stockholder Meeting Deadline”), a proxy statement statement, substantially in the form which has been previously reviewed by the Buyers and a counsel of their choice, at the expense of the Company not to exceed $10,000, soliciting each such stockholder’s affirmative vote in favor at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for the Company’s issuance of all of the Stockholder Approval Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (the date the Stockholder Approval is obtained, such affirmative approval being referred to herein as the “Stockholder Approval DateApproval”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders’ approval of the Stockholder Approval such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of approve such resolutions. The Company shall be obligated to seek to obtain the Stockholder ApprovalApproval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after once in each twelve month period thereafter until such Stockholder Approval is obtained, provided that if the Board of Directors of the Company does not recommend to the stockholders that they approve the Resolutions at any such Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts and the Stockholder Approval is not obtained at such subsequent Stockholder Meetingobtained, the Company shall cause an additional Stockholder Meeting to be held semi-annually each calendar quarter thereafter until the such Stockholder Approval is obtained.

Stockholder Approval. The Company shall either (xa) if To the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commissionextent required, as promptly as practicablereasonably practicable following the date of this Agreement, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, and in any event no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special Company’s 2018 annual meeting of the stockholders of the Company (the “Company Stockholders”), the Company shall convene and hold a meeting of the Company Stockholders (the “Company Stockholder Meeting”) to consider and vote on the issuance of the Warrant in respect of any Warrant Shares in excess of 44,725,343 shares, pursuant to the applicable rules of the NASDAQ Capital Market, including but not limited to, NASDAQ Rule 5635(d), which shall be promptly called and held not later than 60 days after for the Issuance Date avoidance of doubt, without giving effect to any “cashless” or “net” exercise provisions therein (the “Requisite Stockholder Approval”); provided that the parties acknowledge that such meeting may be postponed or adjourned in accordance with the Company’s bylaws or as otherwise required by Applicable Law if (x) there is an insufficient number of shares of Common Stock present or represented by a proxy at the Company Stockholder Meeting Deadline”), a proxy statement soliciting such stockholder’s affirmative vote in favor of the Stockholder Approval (the date the Stockholder Approval is obtained, the “Stockholder Approval Date”), and to conduct business at the Company shall use Stockholder Meeting, (y) the Company is required to postpone or adjourn the Company Stockholder Meeting by Applicable Law or a request from the Commission or its reasonable best efforts staff, or (z) the Company determines in good faith that it is necessary or appropriate to solicit proxies postpone or adjourn the Company Stockholder Meeting in favor of order to give the Stockholder Approval and Company Stockholders sufficient time to cause evaluate any information or disclosure that the Board of Directors Company has sent or otherwise made available to recommend to the stockholders that they vote in favor of the Stockholder Approvalthem. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts the Requisite Stockholder Approval is not obtained at such subsequent or prior to the Company Stockholder Meeting, the Company shall cause an additional seek to obtain such Requisite Stockholder Meeting to be held semi-annually thereafter Approval at a meeting of the stockholders of the Company at least once each calendar year and within 13 months of the previous meeting of the stockholders of the Company at which the Requisite Stockholder Approval was sought until the such Requisite Stockholder Approval is obtainedobtained or the Warrant is no longer outstanding.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 60 days after the Issuance Date (the “Stockholder Meeting Deadline”), a proxy statement soliciting such stockholder’s affirmative vote in favor of the Stockholder Approval (the date the Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor of the Stockholder Approval and to cause the Board of Directors to recommend to the stockholders that they vote in favor of the Stockholder Approval. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained at such subsequent Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until the Stockholder Approval is obtained.. 15 ******************** (Signature Page Follows) 16

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not no later than 60 days after the Issuance Date October 1, 2023 (the “Stockholder Meeting Deadline”), a proxy statement statement, in a form reasonably acceptable to the Buyers, at the expense of the Company, soliciting each such stockholder’s affirmative vote in favor at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for the issuance of the Securities in compliance with the rules and regulations of the Principal Market (the “Stockholder Approval (Approval”, and the date the Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders’ approval of the Stockholder Approval such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of approve such resolutions. The Company shall be obligated to seek to obtain the Stockholder ApprovalApproval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after the Stockholder Meeting Deadlinelater. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained at after such subsequent Stockholder Meetingstockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until the such Stockholder Approval is obtained. Notwithstanding the above, the Company shall not be required to hold a Stockholder Meeting or seek Stockholder Approval any time following the time when the Preferred Shares are no longer outstanding if upon full exercise of the Warrants, the shares of Common Stock issued pursuant to the Preferred Shares and Warrants would not exceed the Exchange Cap (as defined in the Certificate of Designations).

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special or annual meeting of stockholders shareholders of the Company (the “Stockholder Meeting”), which initially shall be promptly called and held not later than 60 days after the Issuance Date October 29, 2005 (the “Stockholder Meeting Deadline”), a proxy statement statement, substantially in the form which has been previously reviewed by the Buyers and a counsel of their choice at the expense of the Company, soliciting each such stockholder’s affirmative vote in favor at the Stockholder Meeting for approval of resolutions (the “Resolutions”) providing for the Company’s issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the “Stockholder Approval (Approval” and the date the Stockholder Approval such approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders’ approval of the Stockholder Approval Resolutions and to cause the Board of Directors to recommend to the stockholders that they vote in favor of approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder ApprovalApproval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after each twelve month period thereafter until such Stockholder Approval is obtained, provided that if the Board does not recommend to the stockholders that they approve the Resolutions at any such Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts and the Stockholder Approval is not obtained at such subsequent Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held semi-annually each calendar quarter thereafter until the such Stockholder Approval is obtained.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 60 days after the Issuance Date June 30, 2021 (the “Stockholder Meeting Deadline”), a proxy statement statement, in a form reasonably acceptable to the Buyers and Xxxxxx Xxxx & Xxxxxx LLP, at the expense of the Company, with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $5,000, soliciting each such stockholder’s affirmative vote in favor at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for the issuance of the Securities in compliance with the rules and regulations of the Principal Market (the “Stockholder Approval (Approval”, and the date the Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders’ approval of the Stockholder Approval such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of approve such resolutions. The Company shall be obligated to seek to obtain the Stockholder ApprovalApproval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after the Stockholder Meeting Deadlineon or prior to December 31, 2021. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained at after such subsequent Stockholder Meetingstockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until the such Stockholder Approval is obtained.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 60 days after the Issuance Date July 31, 2020 (the “Stockholder Meeting Deadline”), a proxy statement statement, in a form reasonably acceptable to the Buyers and Xxxxxx Xxxx & Xxxxxx LLP, at the expense of the Company, with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $5,000, soliciting each such stockholder’s affirmative vote in favor at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) the issuance of all of the Securities in compliance with the rules and regulations of the Principal Market (without regard to any limitations on conversion or exercise, as applicable, with respect thereto) (the “Stockholder Approval (Approval”, and the date the Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders’ approval of the Stockholder Approval such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of approve such resolutions. The Company shall be obligated to seek to obtain the Stockholder ApprovalApproval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after the Stockholder Meeting Deadlineon or prior to December 31, 2020. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained at after such subsequent Stockholder Meetingstockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until the such Stockholder Approval is obtained.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a the next special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 60 days after the Issuance Date October 31, 2017 (the “Stockholder Meeting Deadline”), a proxy statement statement, substantially in the form which has been previously reviewed by the Lead Investor and Xxxxxxx Xxxx & Xxxxx LLP, at the expense of the Company, soliciting each such stockholder’s affirmative vote in favor at the Stockholder Meeting for approval of resolutions providing for the Company’s issuance of all of the Stockholder Approval Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market without giving effect to the Exchange Cap provisions set forth in the Certificate of Designations and/or the Warrants (the date the Stockholder Approval is obtained, such affirmative approval being referred to herein as the “Stockholder Approval DateApproval”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders’ approval of the Stockholder Approval such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of approve such resolutions. The Company shall be obligated to use its reasonable best efforts to obtain the Stockholder ApprovalApproval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained at such subsequent Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held semi-annually every three (3) months thereafter until the such Stockholder Approval is obtained; provided that, in no event, shall the Company be obligated to call more than three (3) Stockholder Meetings in its efforts to obtain the Stockholder Approval.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be called as promptly called and held not as practicable after the date hereof, but in no event later than 60 90 days after the Issuance Date Closing (the “Stockholder Meeting Deadline”), a proxy statement statement, in a form reasonably acceptable to the Buyers after review by Xxxxxxx Xxxx & Xxxxx LLP at the expense of the Company, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the “Resolutions”) providing for the increase in favor authorized number of shares of Common Stock of the Company to 650,000,000 (such affirmative approval, together with the filing of the certificate of amendment to the Company’s Certificate of Incorporation contemplated below, being referred to herein as the “Authorized Share Stockholder Approval (Approval” and the date the Stockholder Approval such approval is obtained, the “Authorized Share Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders’ approval of the Stockholder Approval such Resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor approve the Resolutions. The Company shall be obligated to seek to obtain the Authorized Share Stockholder Approval by the Stockholder Meeting Deadline. On the date of the approval of the Resolutions, the Company shall file with the Secretary of State of Delaware a certificate of amendment to the Company’s Certificate of Incorporation to effect the Authorized Share Stockholder Approval, which certificate of amendment shall provide that it shall become immediately effective upon filing. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadlineefforts, the Company shall cause an additional Stockholder Meeting to be held within 90 days after the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts the Authorized Share Stockholder Approval is not obtained at such subsequent the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held semi-annually each calendar quarter thereafter until the Authorized Share Stockholder Approval is obtained.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which initially shall be promptly called and held not later than 60 days after the Issuance Date August 29, 2008 (the “Stockholder Meeting Deadline”), a proxy statement statement, substantially in the form which has been previously reviewed by the Investor and Xxxxxxx Xxxx & Xxxxx LLP at the expense of the Company, soliciting each such stockholder’s affirmative vote in favor at the Stockholder Meeting for approval of resolutions (the “Resolutions”) providing for the Company’s issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (as defined below) (such affirmative approval being referred to herein as the “Stockholder Approval (Approval” and the date the Stockholder Approval such approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders’ approval of the Stockholder Approval Resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder ApprovalApproval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts efforts, the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained at such subsequent Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held semi-annually each three month period thereafter until the such Stockholder Approval is obtained.”

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a an annual or special meeting of stockholders of the Company (the “Stockholder Meeting”, and the date thereof, the “Stockholder Meeting Date”), which shall be promptly called and held not later than 60 days after the Issuance Date June 30, 2020 (the “Stockholder Meeting Deadline”), a proxy statement statement, in a form reasonably acceptable to the Buyers and Xxxxxx Xxxx & Xxxxxx LLP, at the expense of the Company, with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $5,000, soliciting each such stockholder’s affirmative vote in favor at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for the issuance of all shares of Common Stock, Registered Warrants and shares of Common Stock issuable upon exercise of the Registered Warrants issued pursuant to the Underwriting Agreement (collectively, the “Securities”) in compliance with the rules and regulations of the Principal Market (the “Stockholder Approval (Approval”, and the date the Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders’ approval of the Stockholder Approval such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of approve such resolutions. The Company shall be obligated to seek to obtain the Stockholder ApprovalApproval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after the Stockholder Meeting Deadlineon or prior to September 30, 2020. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained at after such subsequent Stockholder Meetingstockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually quarterly thereafter until the such Stockholder Approval is obtained.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 60 days after the Issuance Date July 31, 2015 (the “Stockholder Meeting Deadline”), a proxy statement statement, soliciting each such stockholder’s affirmative vote in favor at the Stockholder Meeting for approval of resolutions (“Principal Market Resolutions”) providing for (i) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (the “Stockholder Approval (Approval”, and the date the Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders’ approval of the Stockholder Approval such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of approve such resolutions. The Company shall be obligated to seek to obtain the Stockholder ApprovalApproval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after once in each of the three subsequent calendar quarters thereafter until such Stockholder Meeting DeadlineApproval is obtained. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained at after such subsequent Stockholder Meetingstockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until the such Stockholder Approval is obtained.

Stockholder Approval. The Company shall either (xa) if As promptly as reasonably practicable following the Company shall have obtained the prior written consent date of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approvalthis Agreement, inform and in any event no later than the Company’s stockholders 2017 annual meeting of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Company Stockholders”), the Company shall convene and hold a meeting of the Company Stockholders (the “Company Stockholder Meeting”) to consider and vote on the issuance of the Warrant in respect of any Warrant Shares in excess of 38,242,071 shares, pursuant to the applicable rules of the NASDAQ Capital Market, including but not limited to, NASDAQ Rule 5635(d), which shall be promptly called and held not later than 60 days after for the Issuance Date avoidance of doubt, without giving effect to any “cashless” or “net” exercise provisions therein (the “Requisite Stockholder Approval”); provided that the parties acknowledge that such meeting may be postponed or adjourned in accordance with the Company’s bylaws or as otherwise required by Applicable Law if (x) there is an insufficient number of shares of Common Stock present or represented by a proxy at the Company Stockholder Meeting Deadline”), a proxy statement soliciting such stockholder’s affirmative vote in favor of the Stockholder Approval (the date the Stockholder Approval is obtained, the “Stockholder Approval Date”), and to conduct business at the Company shall use Stockholder Meeting, (y) the Company is required to postpone or adjourn the Company Stockholder Meeting by Applicable Law or a request from the Commission or its reasonable best efforts staff, or (z) the Company determines in good faith that it is necessary or appropriate to solicit proxies postpone or adjourn the Company Stockholder Meeting in favor of order to give the Stockholder Approval and Company Stockholders sufficient time to cause evaluate any information or disclosure that the Board of Directors Company has sent or otherwise made available to recommend to the stockholders that they vote in favor of the Stockholder Approvalthem. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts the Requisite Stockholder Approval is not obtained at such subsequent or prior to the Company Stockholder Meeting, the Company shall cause an additional seek to obtain such Requisite Stockholder Meeting to be held semi-annually thereafter Approval at a meeting of the stockholders of the Company at least once each calendar year and within 13 months of the previous meeting of the stockholders of the Company at which the Requisite Stockholder Approval was sought until the such Requisite Stockholder Approval is obtainedobtained or the Warrant is no longer outstanding.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at either (x) the next annual meeting of stockholders of the Company or (y) a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 60 days after the Issuance Date February 28, 2014 (the “Stockholder Meeting Deadline”), a proxy statement statement, substantially in a form which shall have been previously reviewed by EGS, at the expense of the Company but in any event such expense not to exceed $5,000 without the prior written approval of the Company; soliciting each such stockholder’s 's affirmative vote in favor at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for the Company's issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the “Stockholder Approval (Approval”, and the date the such Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders' approval of the Stockholder Approval such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of approve such resolutions. The Company shall be obligated to seek to obtain the Stockholder ApprovalApproval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after once in each of the three subsequent calendar quarters thereafter until such Stockholder Meeting DeadlineApproval is obtained. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained at after such subsequent Stockholder Meetingstockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until the such Stockholder Approval is obtained.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be called as promptly called and held not as practicable after the date hereof, but in no event later than 60 90 days after the Issuance Date Closing (the “Stockholder Meeting Deadline”), a proxy statement statement, in a form reasonably acceptable to the Buyers after review by Xxxxxxx Xxxx & Xxxxx LLP at the expense of the Company, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the “Resolutions”) providing for the increase in favor authorized number of shares of Common Stock of the Company to 850,000,000 (such affirmative approval being referred to herein as the “Authorized Share Stockholder Approval (Approval” and the date the Stockholder Approval such approval is obtained, the “Authorized Share Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders’ approval of the Stockholder Approval such Resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of approve the Stockholder ApprovalResolutions. If, despite The Company shall be obligated to seek to obtain the Company's reasonable best efforts the Authorized Share Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts efforts, the Authorized Share Stockholder Approval is not obtained at such subsequent the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held semi-annually each calendar quarter thereafter until the Authorized Share Stockholder Approval is obtained.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a an annual or special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 60 days after the Issuance Date June 28, 2019 (the “Stockholder Meeting Deadline”), a proxy statement statement, in a form reasonably acceptable to the Buyers and Kxxxxx Xxxx & Wxxxxx LLP, at the expense of the Company, with the Company obligated to reimburse the expenses of Kxxxxx Xxxx & Wxxxxx LLP incurred in connection therewith in an amount not exceed $5,000, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for (i) an increase in favor the authorized shares of Common Stock from 75,000,000 to 100,000,000 and (ii) issuance of the Securities in compliance with the rules and regulations of the Principal Market (the “Stockholder Approval (Approval”, and the date the Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders’ approval of the Stockholder Approval such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of approve such resolutions. The Company shall be obligated to seek to obtain the Stockholder ApprovalApproval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after the Stockholder Meeting Deadlineon or prior to September 30, 2019. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained at after such subsequent Stockholder Meetingstockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually quarterly thereafter until the such Stockholder Approval is obtained.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder shareholder entitled to vote at a special meeting of stockholders shareholders of the Company (the “Stockholder Shareholder Meeting”), which shall be promptly called and held not later than 60 120 days after the Issuance Date Closing (the “Stockholder Shareholder Meeting Deadline”), a proxy statement soliciting each such stockholdershareholder’s affirmative vote in favor at the Shareholder Meeting for approval of resolutions (“Shareholder Resolutions”) providing for the approval of the Stockholder Approval issuance of all of the Warrant Shares in compliance with the rules and regulations of the Trading Market (without regard to any limitations on conversion or exercise, as applicable, with respect thereto) (the “Shareholder Approval”, and the date the Stockholder Shareholder Approval is obtained, the “Stockholder Shareholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor its shareholders’ approval of the Stockholder Approval such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders shareholders that they vote in favor of approve such resolutions. The Company shall be obligated to seek to obtain the Stockholder ApprovalShareholder Approval by the Shareholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts the Stockholder Shareholder Approval is not obtained on or prior to the Stockholder Shareholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after on or prior to the Stockholder Meeting Deadlinesix month-anniversary of the Closing. If, despite the Company's ’s reasonable best efforts the Stockholder Shareholder Approval is not obtained at after such subsequent Stockholder Meetingshareholder meetings, the Company shall cause an additional Stockholder Shareholder Meeting to be held semi-annually each quarter thereafter until the Stockholder such Shareholder Approval is obtained.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special the next annual meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not no later than 60 days after the Issuance Date July 31, 2009 (the “Stockholder Meeting Deadline”), a proxy statement statement, in a form reasonably acceptable to the Buyers, soliciting each such stockholder’s affirmative vote in favor at the Stockholder Meeting for approval of the Stockholder Approval proposal (the date "Proposal”) providing for the Stockholder Approval is obtained, issuance of all of the Securities as described in this Agreement in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the “Stockholder Approval DateApproval”), ) and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders’ approval of the Stockholder Approval Proposal and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of approve the Stockholder ApprovalProposal. If, despite the Company's reasonable best efforts The Company shall be obligated to seek to obtain the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts efforts, the Stockholder Approval is not obtained at such subsequent the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting special meeting of stockholders to be held semi-annually each calendar quarter thereafter until Stockholder Approval is obtained; provided, that the Company shall not be required to cause more than two additional special meetings of stockholders to be held pursuant to this provision. In the event (i) the Stockholder Approval is obtainednot obtained at the Stockholder Meeting or at either of the two additional special meetings and (ii) this Section 2(p) has not been breached, directly or indirectly, by the Board of Directors of the Company acting in bad faith, the Company or any other agent or employee of the Company, the Company shall have (x) no further obligation to issue any shares of Common Stock in excess of the Exchange Cap, (y) no obligation to call any additional special meetings to obtain the Stockholder Approval and (z) no liability to the Investor for failing to obtain such Stockholder Approval.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at either (x) the next annual meeting of stockholders of the Company or (y) a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 60 days after May 30, 2010 (or in the Issuance Date event that such proxy statement is subject to a full review by the SEC, July 15, 2010) (the “Stockholder Meeting Deadline”), a proxy statement statement, substantially in a form which shall have been previously reviewed by Xxxxxxxxx Xxxxxxx LLP, at the expense of the Company but in any event such expense not to exceed $10,000 without the prior written approval of the Company; soliciting each such stockholder’s affirmative vote in favor at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for the Company’s issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the “Stockholder Approval (Approval”, and the date the such Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders’ approval of the Stockholder Approval such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of approve such resolutions. The Company shall be obligated to seek to obtain the Stockholder ApprovalApproval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after once in each of the three subsequent calendar quarters thereafter until such Stockholder Meeting DeadlineApproval is obtained. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained at after such subsequent Stockholder Meetingstockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until the such Stockholder Approval is obtained.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 60 days after the Issuance Date October 18, 2018 (the “Stockholder Meeting Deadline”), a proxy statement statement, in a form reasonably acceptable to the Buyers and Xxxxxx Xxxx & Xxxxxx LLP, at the expense of the Company, with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith, soliciting each such stockholder’s affirmative vote in favor at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for the issuance of the Notes and Conversion Shares (as defined therein) in accordance with Nasdaq Listing Rule 5635 (the “Stockholder Approval (Approval”, and the date the Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders’ approval of the Stockholder Approval such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of approve such resolutions. The Company shall be obligated to seek to obtain the Stockholder ApprovalApproval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after the Stockholder Meeting Deadlineon or prior to December 31, 2018. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained at after such subsequent Stockholder Meetingstockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until the such Stockholder Approval is obtained.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 60 days after the Issuance Date January 15, 2016 (the “Stockholder Meeting Deadline”), a proxy statement statement, in a form reasonably acceptable to the Buyers and Xxxxxx Xxxx & Xxxxxx LLP, at the expense of the Company, with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $5,000, soliciting each such stockholder’s affirmative vote in favor at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for (x) a reverse stock split of the Common Stock of the Company with a ratio of at least 6 to 1 and (y) issuance of the Securities in compliance with the rules and regulations of the Principal Market (collectively, the “Stockholder Approval (Approval”, and the date the Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders’ approval of the Stockholder Approval such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of approve such resolutions. The Company shall be obligated to seek to obtain the Stockholder ApprovalApproval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after the Stockholder Meeting Deadlineon or prior to May 15, 2016. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained at after such subsequent Stockholder Meetingstockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until the such Stockholder Approval is obtained.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at either (x) the next annual meeting of stockholders of the Company or (y) a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 60 days after the Issuance Date July 30, 2013 (the “Stockholder Meeting Deadline”), a proxy statement statement, substantially in a form which shall have been previously reviewed by EGS, at the expense of the Company but in any event such expense not to exceed $5,000 without the prior written approval of the Company; soliciting each such stockholder’s 's affirmative vote in favor at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for the Company's issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the “Stockholder Approval (Approval”, and the date the such Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders' approval of the Stockholder Approval such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of approve such resolutions. The Company shall be obligated to seek to obtain the Stockholder ApprovalApproval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after once in each of the three subsequent calendar quarters thereafter until such Stockholder Meeting DeadlineApproval is obtained. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained at after such subsequent Stockholder Meetingstockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until the such Stockholder Approval is obtained.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at either (x) the next annual meeting of stockholders of the Company or (y) a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 60 days after the Issuance Date February 28, 2014 (the “Stockholder Meeting Deadline”), a proxy statement statement, substantially in a form which shall have been previously reviewed by counsel for the Buyers, if so requested by Buyers, at the expense of the Company but in any event such expense not to exceed $5,000 without the prior written approval of the Company; soliciting each such stockholder’s 's affirmative vote in favor at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for the Company's issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the “Stockholder Approval (Approval”, and the date the such Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders' approval of the Stockholder Approval such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of approve such resolutions. The Company shall be obligated to seek to obtain the Stockholder ApprovalApproval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after once in each of the three subsequent calendar quarters thereafter until such Stockholder Meeting DeadlineApproval is obtained. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained at after such subsequent Stockholder Meetingstockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until the such Stockholder Approval is obtained.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 60 days after following the Issuance Date date of this Agreement (the “Stockholder Meeting Deadline”), a proxy statement, in each case, in a form reasonably acceptable to the Purchaser, at the expense of the Company, with the Company obligated to reimburse the expenses of Purchaser’s counsel incurred in connection therewith in an amount not to exceed $5,000. The proxy statement soliciting such shall solicit each of the Company’s stockholder’s affirmative vote in favor at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for the approval of the issuance of all of the Securities, in compliance with the rules and regulations of the Trading Market (without regard to any limitations on exercise set forth in the Warrants or the Prefunded Warrants) (such affirmative approval being referred to herein as the “Stockholder Approval (Approval”, and the date the such Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders’ approval of the Stockholder Approval such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of approve such resolutions. The Company shall be obligated to seek to obtain the Stockholder ApprovalApproval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after the Stockholder Meeting Deadlineas soon as possible. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained at after such subsequent Stockholder Meetingstockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until the such Stockholder Approval is obtained.

Stockholder Approval. The Company shall either (x) if use its best efforts to prepare and file with the Company shall have obtained the prior written consent of the requisite stockholders SEC no later than October 30, 2006 (the “Stockholder ConsentMeeting Filing Deadline”) to obtain ), preliminary proxy materials, substantially in the Stockholder Approval, inform form which has been previously reviewed by the Buyers and a counsel of their choice at the expense of the Company’s stockholders , with respect to a special or annual meeting of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which the Company shall use its reasonable best efforts to hold as promptly as practicable after the Stockholder Meeting Filing Deadline, and which shall be promptly called and held not later than 60 days after the Issuance Date December 31, 2006 (the “Stockholder Meeting Deadline”), . The Company shall provide each stockholder entitled to vote at the Stockholder Meeting with a proxy statement statement, substantially in the form which has been previously reviewed by the Buyers and a counsel of their choice at the expense of the Company, soliciting each such stockholder’s affirmative vote in favor at the Stockholder Meeting for approval of resolutions (the “Resolutions”) providing for the Company’s issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the “Stockholder Approval (Approval” and the date the Stockholder Approval such approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders’ approval of the Stockholder Approval Resolutions and to cause the Board of Directors to recommend to the stockholders that they vote in favor of approve the Stockholder ApprovalResolutions. If, despite the Company's reasonable ’s best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained at such subsequent Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held semi-annually each calendar quarter thereafter until the such Stockholder Approval is obtained.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a an annual or special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 60 days after the Issuance Date June 30, 2020 (the “Stockholder Meeting Deadline”), a proxy statement statement, in a form reasonably acceptable to the Buyers and Kxxxxx Xxxx & Wxxxxx LLP, at the expense of the Company, with the Company obligated to reimburse the expenses of Kxxxxx Xxxx & Wxxxxx LLP incurred in connection therewith in an amount not exceed $5,000, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for (x) the increase in favor the authorized shares of the Company from 100 million to 150 million and (y) the issuance of the Securities in compliance with the rules and regulations of the Principal Market (collectively, the “Stockholder Approval (Approval”, and the date the Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders’ approval of the Stockholder Approval such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of approve such resolutions. The Company shall use its reasonable best efforts to call and hold the Stockholder ApprovalMeeting as promptly as practicable after April 30, 2020. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after the Stockholder Meeting Deadlineon or prior to September 30, 2020. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained at after such subsequent Stockholder Meetingstockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually quarterly thereafter until the such Stockholder Approval is obtained.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “"Stockholder Meeting”"), which shall be promptly called and held not later than 60 days after the Issuance Date February 23, 2007 (the “"Stockholder Meeting Deadline”"), a proxy statement statement, substantially in the form which has been previously reviewed by the Buyers and Xxxxxxx Xxxx & Xxxxx LLP at the expense of the Company, soliciting each such stockholder’s 's affirmative vote in favor at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all of the Securities (as defined in the Amended Securities Purchase Agreement and any other ADSs issuable hereunder (such affirmative approval being referred to herein as the "Stockholder Approval (Approval" and the date the Stockholder Approval such approval is obtained, the “"Stockholder Approval Date”"), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders' approval of the Stockholder Approval Resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder ApprovalApproval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after each twelve month period thereafter until such Stockholder Approval is obtained; provided that if the Board of Directors of the Company does not recommend to the stockholders that they approve such resolutions at any such Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts and the Stockholder Approval is not obtained at such subsequent Stockholder Meetingobtained, the Company shall cause an additional Stockholder Meeting to be held semi-annually each calendar quarter thereafter until the such Stockholder Approval is obtained.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 60 days after the Issuance Date August 31, 2023 (the “Stockholder Meeting Deadline”), a proxy statement soliciting such statement, in each case, in a form reasonably acceptable to the Buyers and Xxxxxx Xxxx & Xxxxxx LLP, at the expense of the Company. The proxy statement, if any, shall solicit each of the Company’s stockholder’s affirmative vote in favor at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for (x) the approval of the issuance of all of the Securities in compliance with the rules and regulations of the Principal Market (without regard to any limitations on conversion set forth in the Notes) and (y) the increase of the authorized shares of Class A Common Stock of the Company from 750,000,000 to 1,250,000,000 (such affirmative approval being referred to herein as the “Stockholder Approval (Approval”, and the date the such Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders’ approval of the Stockholder Approval such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of approve such resolutions. The Company shall be obligated to seek to obtain the Stockholder ApprovalApproval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after the Stockholder Meeting Deadlineon or prior to November 30, 2023. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained at after such subsequent Stockholder Meetingstockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until the such Stockholder Approval is obtained.. (bb)

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which initially shall be promptly called and held not as soon as practicable, but no later than 60 days after the Issuance Date May 30, 2008 (the “Stockholder Meeting Approval Deadline”), a proxy statement statement, substantially in the form which has been previously reviewed by the Buyers, soliciting each such stockholder’s affirmative vote in favor of at the Stockholder Approval Meeting for approval of resolutions (the “Resolutions”) providing for the increase in the authorized Common Stock from 30,000,000 shares to a number of shares that is not less than 100,000,000 shares (such affirmative approval being referred to herein as the “Stockholder Approval” and the date the Stockholder Approval such approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor of the Stockholder Approval and to cause the Board of Directors of the Company to recommend to the its stockholders that they vote in favor approve the Resolutions and use its best efforts to solicit the stockholders’ approval of the Resolutions; provided, however, that the Stockholder ApprovalApproval Deadline shall mean June 30, 2008 if the SEC has provided written comments to the proxy statement. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Approval Deadline. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Approval Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained at such subsequent Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held semi-annually each six month period thereafter until the such Stockholder Approval is obtained.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 60 days after the Issuance Date August 31, 2023 (the “Stockholder Meeting Deadline”), a proxy statement soliciting such statement, in each case, in a form reasonably acceptable to the Buyers and Xxxxxx Xxxx & Xxxxxx LLP, at the expense of the Company. The proxy statement, if any, shall solicit each of the Company’s stockholder’s affirmative vote in favor at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for (x) the approval of the issuance of all of the Securities in compliance with the rules and regulations of the Principal Market (without regard to any limitations on conversion set forth in the Notes) and (y) the increase of the authorized shares of Class A Common Stock of the Company from 750,000,000 to 1,250,000,000 (such affirmative approval being referred to herein as the “Stockholder Approval (Approval”, and the date the such Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders’ approval of the Stockholder Approval such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of approve such resolutions. The Company shall be obligated to seek to obtain the Stockholder ApprovalApproval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after the Stockholder Meeting Deadlineon or prior to November 30, 2023. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained at after such subsequent Stockholder Meetingstockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until the such Stockholder Approval is obtained.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at either (x) the next annual meeting of stockholders of the Company or (y) a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 60 days after the Issuance Date March 4, 2013 (the “Stockholder Meeting Deadline”), a proxy statement statement, soliciting each such stockholder’s affirmative vote in favor at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for (I) the increase of the authorized shares of Common Stock of the Company from 25 million to 100 million shares of Common Stock and (II) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the “Stockholder Approval (Approval”, and the date the such Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders’ approval of the Stockholder Approval such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of approve such resolutions. The Company shall be obligated to seek to obtain the Stockholder ApprovalApproval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after annually thereafter at the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained at such subsequent Stockholder Meeting, annual meeting of stockholders of the Company shall cause an additional Stockholder Meeting to be (or if no annual meeting of stockholders of the Company is held semi-annually thereafter in any given year, at a special meeting of stockholders of the Company in such given year) until the such Stockholder Approval is obtained.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at either (x) the next annual meeting of stockholders of the Company or (y) a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 60 days after the Issuance Date September 30, 2013 (the “Stockholder Meeting Deadline”), a proxy statement statement, substantially in a form which shall have been previously reviewed by Gxxxxxxxx Txxxxxx LLP, at the expense of the Company but in any event such expense not to exceed $5,000 without the prior written approval of the Company; soliciting each such stockholder’s 's affirmative vote in favor at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for the Company's increase the authorized shares of Common Stock of the Company from 200,000,000 to at least 300,000,000 (such affirmative approval being referred to herein as the “Stockholder Approval (Approval”, and the date the such Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders' approval of the Stockholder Approval such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of approve such resolutions. The Company shall be obligated to seek to obtain the Stockholder ApprovalApproval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after once in each of the three subsequent calendar quarters thereafter until such Stockholder Meeting DeadlineApproval is obtained. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained at after such subsequent Stockholder Meetingstockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until the such Stockholder Approval is obtained.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not no later than 60 days after the Issuance Date November 5, 2023 (the “Stockholder Meeting Deadline”), a proxy statement statement, in a form reasonably acceptable to the Buyers, at the expense of the Company, soliciting each such stockholder’s affirmative vote in favor at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for the issuance of the Securities in compliance with the rules and regulations of the Principal Market (the “Stockholder Approval (Approval”, and the date the Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders’ approval of the Stockholder Approval such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of approve such resolutions. The Company shall be obligated to seek to obtain the Stockholder ApprovalApproval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after the Stockholder Meeting Deadlinelater. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained at after such subsequent Stockholder Meetingstockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until the such Stockholder Approval is obtained. Notwithstanding the above, the Company shall not be required to hold a Stockholder Meeting or seek Stockholder Approval any time following the time when the Preferred Shares are no longer outstanding if upon full exercise of the Warrants, the shares of Common Stock issued pursuant to the Preferred Shares and Warrants would not exceed the Exchange Cap (as defined in the Certificate of Designations).

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at either (x) the next annual meeting of stockholders of the Company or (y) a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 60 days after the Issuance Date April 30, 2014 (the “Stockholder Meeting Deadline”), a proxy statement statement, soliciting each such stockholder’s affirmative vote in favor at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for (I) the increase of the authorized shares of Common Stock of the Company from 14,285,714 to 75,000,000 shares of Common Stock and (II) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the “Stockholder Approval (Approval”, and the date the such Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders’ approval of the Stockholder Approval such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of approve such resolutions. The Company shall be obligated to seek to obtain the Stockholder ApprovalApproval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after annually thereafter at the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained at such subsequent Stockholder Meeting, annual meeting of stockholders of the Company shall cause an additional Stockholder Meeting to be (or if no annual meeting of stockholders of the Company is held semi-annually thereafter in any given year, at a special meeting of stockholders of the Company in such given year) until the such Stockholder Approval is obtained.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 60 days after the Issuance Date March 31, 2022 (the “Stockholder Meeting Deadline”), a proxy statement, in each case, in a form reasonably acceptable to the Holder and Kxxxxx Xxxx & Wxxxxx LLP, at the expense of the Company, with the Company obligated to reimburse the expenses of Kxxxxx Xxxx & Wxxxxx LLP incurred in connection therewith in an amount not to exceed $5,000. The proxy statement soliciting such shall solicit each of the Company’s stockholder’s affirmative vote in favor at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for the approval of the issuance of all of the Securities, in compliance with the rules and regulations of the Principal Market (without regard to any limitations on exercise set forth in the Warrants or the Preferred Shares) (such affirmative approval being referred to herein as the “Stockholder Approval (Approval”, and the date the such Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders’ approval of the Stockholder Approval such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of approve such resolutions. The Company shall be obligated to seek to obtain the Stockholder ApprovalApproval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after the Stockholder Meeting Deadlineon or prior to June 30, 2022. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained at after such subsequent Stockholder Meetingstockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until the such Stockholder Approval is obtained.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at either (x) the next annual meeting of stockholders of the Company or (y) a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 60 days after the Issuance Date December 15, 2014 (the “Stockholder Meeting Deadline”), pursuant to a proxy statement filed with the SEC, soliciting each such stockholder’s affirmative vote in favor at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for the increase of the authorized shares of Common Stock of the Company from 14,285,714 to 75,000,000 shares of Common Stock (such affirmative approval being referred to herein as the “Stockholder Approval (Approval”, and the date the such Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders’ approval of the Stockholder Approval such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of approve such resolutions. The Company shall be obligated to seek to obtain the Stockholder ApprovalApproval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after annually thereafter at the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained at such subsequent Stockholder Meeting, annual meeting of stockholders of the Company shall cause an additional Stockholder Meeting to be (or if no annual meeting of stockholders of the Company is held semi-annually thereafter in any given year, at a special meeting of stockholders of the Company in such given year) until the such Stockholder Approval is obtained.

Stockholder Approval. The Company shall either (x) if Following the Closing, the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) agrees to obtain the Stockholder Approvaluse commercially reasonable efforts to obtain, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special or annual meeting of the stockholders of the Company (at which a quorum is present) (the “Stockholder Meeting”), which shall be promptly called ) as soon as reasonably practical and held not in no event later than 60 days after the Issuance Date June 30, 2020 (the “Initial Stockholder Meeting DeadlineMeeting”), the Requisite Stockholder Approval. The Company will prepare and file with the SEC a proxy statement soliciting such stockholderto be sent to the Company’s affirmative stockholders in connection with the Stockholder Meeting (the “Proxy Statement”). The Proxy Statement shall include the Board of Directors’ recommendation that the holders of shares of the Company’s Common Stock vote in favor of the Stockholder Approval (the date the Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor of the Stockholder Approval and to cause the Board of Directors to recommend to the stockholders that they vote in favor of the Requisite Stockholder Approval. If, despite If the Company's reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts the Requisite Stockholder Approval is not obtained at such subsequent or prior to the Stockholder Meeting, the Company shall cause an additional will hold a special meeting of the stockholders of the Company for the purposes of obtaining such Requisite Stockholder Approval no less often than every ninety (90) days following the date of the Stockholder Meeting to be held semi-annually thereafter until the Requisite Stockholder Approval is obtained, and the Board of Directors will recommend that the holders of shares of the Company’s Common Stock vote in favor of the Requisite Stockholder Approval at each such meeting; provided, however that if (i) the Requisite Stockholder Approval and (ii) an increase in the Company’s authorized but unissued shares as contemplated by clause (X) of the second sentence of Section 10(D)(v) of the Notes, including sufficient shares to allow the Company to satisfy its obligation to issue up to twenty million (20,000,000) shares of its Common Stock pursuant to the Warrants, is not obtained at the Initial Stockholder Meeting, then the next such special meeting of the stockholders of the Company for the purposes of obtaining such approvals shall be held on or before August 31, 2020.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 60 days after the Issuance Date January 4, 2016 (the “Stockholder Meeting Deadline”), a proxy statement statement, in a form reasonably acceptable to the Buyers and Kxxxxx Xxxx & Wxxxxx LLP, at the expense of the Company, with the Company obligated to reimburse the expenses of Kxxxxx Xxxx & Wxxxxx LLP incurred in connection therewith in an amount not exceed $5,000, soliciting each such stockholder’s affirmative vote in favor at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for the issuance of the Securities in compliance with the rules and regulations of the Principal Market (the “Stockholder Approval (Approval”, and the date the Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders’ approval of the Stockholder Approval such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of approve such resolutions. The Company shall be obligated to seek to obtain the Stockholder ApprovalApproval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after the Stockholder Meeting Deadlineon or prior to April 4, 2016. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained at after such subsequent Stockholder Meetingstockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until the such Stockholder Approval is obtained.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not no later than 60 days after the Issuance Date October 1, 2023 (the “Stockholder Meeting Deadline”), a proxy statement statement, in a form reasonably acceptable to the Buyers, at the expense of the Company, soliciting each such stockholder’s affirmative vote in favor at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for the issuance of the Securities in compliance with the rules and regulations of the Principal Market (the “Stockholder Approval (Approval”, and the date the Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders’ approval of the Stockholder Approval such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of approve such resolutions. The Company shall be obligated to seek to obtain the Stockholder ApprovalApproval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after the Stockholder Meeting Deadlinelater. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained at after such subsequent Stockholder Meetingstockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until the such Stockholder Approval is obtained. Notwithstanding the above, the Company shall not be required to hold a Stockholder Meeting or seek Stockholder Approval any time following the time when the Preferred Shares are no longer outstanding if upon full exercise of the Warrants, the shares of Common Stock issued pursuant to the Preferred Shares and Warrants would not exceed the Exchange Cap (as defined in the Certificate of Designations). Each Buyer covenants to vote, and shall cause its affiliates to vote, all Preferred Shares owned by such Buyer or its affiliates, as applicable, in respect of any resolution presented to the stockholders of the Company for the purpose of obtaining the Stockholder Approval. For clarity, the Buyer’s agreement to vote its Preferred Shares in accordance with the foregoing sentence, does not require the Buyer to vote such shares for or against any other proposal or proposals, whether or not such other proposal or proposals are recommended by the Board of Directors.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not no later than 60 days after the Issuance Date December 20, 2014 (the “Stockholder Meeting Deadline”), a proxy statement statement, in a form reasonably acceptable to the Investor, soliciting each such stockholder’s affirmative vote in favor at the Stockholder Meeting for approval of the Stockholder Approval proposal (the date "Proposal”) providing for the Stockholder Approval is obtained, issuance of all of the Securities as described in this Agreement and the Warrant Shares in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the “Stockholder Approval DateApproval”), ) and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders’ approval of the Stockholder Approval Proposal and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of approve the Stockholder ApprovalProposal. If, despite the Company's reasonable best efforts The Company shall be obligated to seek to obtain the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts efforts, the Stockholder Approval is not obtained at such subsequent the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting special meetings of stockholders to be held semi-annually thereafter until the Stockholder Approval is obtained; provided, that in no event shall the Company be obligated to hold more than two (2) special meetings and its regular annual meeting in any given calendar twelve (12) month period. Notwithstanding the foregoing, the Stockholder Meeting Deadline shall be extended in the event the Company receives comments from the SEC and is using its reasonable efforts to obtain clearance from the SEC.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder ApprovalApproval (as defined below), inform the Company’s stockholders of the Company of the receipt of the Stockholder Consent by preparing and filing with the CommissionSEC, as promptly as practicablepracticable after the date hereof, but prior to the 30th twenty-fifth (25th) calendar day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Closing Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 60 days the forty-fifth (45th) calendar day after the Issuance Closing Date (the “Stockholder Meeting Deadline”), a proxy statement soliciting such statement. The proxy statement, if any, shall solicit each of the Company’s stockholder’s affirmative vote in favor at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for the approval of the issuance of all of the Securities in compliance with the rules and regulations of the Principal Market (without regard to any limitations on conversion set forth in the Note) (such affirmative approval being referred to herein as the “Stockholder Approval (Approval”, and the date the such Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders’ approval of the Stockholder Approval such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of the Stockholder Approvalapprove such resolutions. If, despite the Company's reasonable best efforts The Company shall be obligated to seek to obtain the Stockholder Approval is not obtained on or prior to by the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained at such subsequent Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until the Stockholder Approval is obtained.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing file with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) SEC and provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “"Stockholder Meeting”"), which shall be promptly called and held not at or prior to the Company's next annual meeting of stockholders, but in no event later than 60 days after the Issuance Date October 15, 2012 (the “"Stockholder Meeting Deadline”"), a proxy statement statement, in a form reasonably acceptable to the Buyers after review by Xxxxxxx Xxxx & Xxxxx LLP at the expense of the Company, soliciting each such stockholder’s 's affirmative vote in favor at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law, the provisions of the Certificate of Incorporation and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval (Approval" and the date the Stockholder Approval such approval is obtained, the “"Stockholder Approval Date”"), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders' approval of the Stockholder Approval such Resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of approve the Stockholder ApprovalResolutions. If, despite the Company's reasonable best efforts The Company shall be obligated to seek to obtain the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts efforts, the Stockholder Approval is not obtained at such subsequent the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held semi-annually each calendar quarter thereafter until the Stockholder Approval is obtained.

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval, inform the Company’s stockholders of the receipt of the Stockholder Consent by preparing and filing with the Commission, as promptly as practicable, but prior to the 30th day after the Issuance Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 60 days after the Issuance Date), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not no later than 60 days after the Issuance Date June 15, 2023 (the “Stockholder Meeting Deadline”), a proxy statement statement, in a form reasonably acceptable to the Buyers, at the expense of the Company, soliciting each such stockholder’s affirmative vote in favor at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for the issuance of the Securities in compliance with the rules and regulations of the Principal Market (the “Stockholder Approval (Approval”, and the date the Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies in favor its stockholders’ approval of the Stockholder Approval such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they vote in favor of approve such resolutions. The Company shall be obligated to seek to obtain the Stockholder ApprovalApproval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days after the Stockholder Meeting Deadlinelater. If, despite the Company's ’s reasonable best efforts the Stockholder Approval is not obtained at after such subsequent Stockholder Meetingstockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until the such Stockholder Approval is obtained. Notwithstanding the above, the Company shall not be required to hold a Stockholder Meeting or seek Stockholder Approval any time following the time when the Preferred Shares are no longer outstanding if upon full exercise of the Warrants, the shares of Common Stock issued pursuant to the Preferred Shares and Warrants would not exceed the Exchange Cap (as defined in the Certificate of Designations). Each Buyer covenants to vote, and shall cause its affiliates to vote, all Preferred Shares owned by such Buyer or its affiliates, as applicable, in respect of any resolution presented to the stockholders of the Company for the purpose of obtaining the Stockholder Approval. For clarity, the Buyer’s agreement to vote its Preferred Shares in accordance with the foregoing sentence, does not require the Buyer to vote such shares for or against any other proposal or proposals, whether or not such other proposal or proposals are recommended by the Board of Directors.